Midland States Bancorp Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four nominees named in the proxy statement to serve as Class I directors, each for a term expiring at the 2029 annual meeting of shareholders.

2. 2

   Advisory (Non-Binding) Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related executive compensation tables.

   More detail

   This advisory proposal asks shareholders to approve the compensation of the Company’s named executive officers as described in the proxy’s Compensation Discussion and Analysis and related tables. It is a non-binding 'say-on-pay' vote required by SEC rules and intended to provide shareholder feedback to the Compensation Committee. Management is seeking approval to signal shareholder support for its compensation design, which emphasizes a mix of base salary, performance-conditioned annual cash incentives tied to non-performing assets/total assets, adjusted earnings per share, and adjusted pre-tax pre-provision income, and long-term restricted stock awards with four-year vesting. The Compensation Committee retained an independent consultant (Pearl Meyer) to advise on market positioning and plan design, and it asserts multiple governance safeguards — including stock ownership guidelines, a clawback policy, anti-hedging restrictions, and an annual risk-based assessment of the compensation program — to mitigate excessive risk-taking. Notably, the Committee exercised discretion in 2025 to reduce funded bonus payouts from a mathematical funding level to a lower actual payout (approved at 40% of target) to better align payouts with overall company performance, shareholder experience, and investor expectations. The Company discloses a recent accounting restatement and an Audit Committee review under the clawback policy that concluded there were no erroneously awarded incentives requiring recovery; this context may affect shareholder sentiment regarding compensation governance and oversight. Management highlights prior strong shareholder support (approximately 87% approval at the 2025 meeting) as evidence of alignment, but the advisory vote gives shareholders a chance to confirm ongoing support or signal concerns; the Compensation Committee says it will consider the outcome when setting future pay. Given the program’s design features, oversight mechanisms, and the Committee’s willingness to exercise downward discretion, the board recommends shareholders vote FOR the proposal.

3. 3

   Ratification of the Appointment of Crowe LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Midland States Bancorp Inc 2026 annual meeting?

Midland States Bancorp Inc (MSBI) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.

What is the record date for the Midland States Bancorp Inc 2026 meeting?

The record date for the Midland States Bancorp Inc 2026 meeting is Thursday, March 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Midland States Bancorp Inc's 2026 meeting?

The board is presenting 4 director nominees at the Midland States Bancorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Midland States Bancorp Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Midland States Bancorp Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.